<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Hvide Marine Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
HVIDE MARINE INCORPORATED
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1997
---------------------------
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
Hvide Marine Incorporated (the "Company") will be held at 10:30 a.m. local time
on Monday, May 19, 1997, at Terminal 26, Port Everglades, Florida for the
following purposes:
1. to elect two Class I Directors to serve on the Board of Directors
for a three-year term;
2. to consider and approve the establishment of the Board of Directors
Stock Compensation Plan;
3. to consider and approve the establishment of the Key Employee Stock
Compensation Plan;
4. to ratify the appointment of Ernst & Young LLP as the Company's
independent accountants for the year ending December 31, 1997; and
5. to transact such other business as may properly come before the
Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April 7, 1997 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and any adjournments thereof.
IF YOU ARE UNABLE TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE,
SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
RETURN ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED.
By Order of the Board of Directors,
Gene Douglas
Secretary
Fort Lauderdale, Florida
April 18, 1997
<PAGE> 3
HVIDE MARINE INCORPORATED
2200 ELLER DRIVE
FORT LAUDERDALE, FLORIDA 33316
TEL: (954) 524-4200
------------------------
PROXY STATEMENT
FOR THE
1997 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to the holders of the Common Stock of
Hvide Marine Incorporated (the "Company") in connection with the solicitation on
behalf of the Board of Directors of the Company of proxies to be used in voting
at the Annual Meeting of Stockholders to be held on May 19, 1997 and any
adjournments thereof.
The enclosed proxy is for use at the Meeting if the stockholder will not be
able to attend in person. Any stockholder who executes a proxy may revoke it at
any time before it is voted by delivering to the Secretary of the Company either
an instrument revoking the proxy or a duly executed proxy bearing a later date.
A proxy also may be revoked by any stockholder present at the Meeting who
expresses a desire to vote his shares in person.
All shares represented by valid proxies received pursuant to this
solicitation and not revoked before they are exercised will be voted in the
manner specified therein. If no specification is made, the shares will be voted
FOR the election of the named nominees for election as directors and FOR each of
the other proposals set forth in the Notice of 1997 Annual Meeting of
Stockholders and this Proxy Statement.
Only holders of record of Common Stock at the close of business on April 7,
1997 are entitled to vote at the Meeting. On such date, 11,651,610 shares of
Class A Common Stock and 3,419,577 shares of Class B Common Stock were
outstanding. The Class A Common Stock and the Class B Common Stock will vote
together as a single class, with each share of Class A Common Stock entitled to
one vote and each share of Class B Common Stock entitled to ten votes on each
matter to be voted upon at the Meeting. Holders of a majority of the outstanding
shares of each class of Common Stock are required to be represented in person or
by proxy to constitute a quorum for holding the Meeting. The failure of a quorum
to be represented at the Meeting will necessitate adjournment and will subject
the Company to additional expense.
The Notice of 1997 Annual Meeting of Stockholders, this Proxy Statement,
the accompanying proxy, and the 1996 Annual Report to Stockholders were first
mailed to Stockholders on or about April 18, 1997.
1. ELECTION OF DIRECTORS
The Company's Articles of Incorporation and Bylaws provide that the number
of Directors of the Company shall be not less than nine, nor more than 17. In
addition, they provide for the division of the Board of Directors into three
classes, designated Class I, Class II, and Class III, with staggered terms of
three years. The terms of Class I, Class II, and Class III Directors currently
expire in 1997, 1998, and 1999, respectively.
The Board currently consists of 11 members: Class I, comprised of Donald L.
Caldera, Raymond B. Vickers, and Robert Rice; Class II, comprised of Eugene F.
Sweeney, Walter C. Mink, John H. Blankley, and John J. Lee; and Class III,
comprised of J. Erik Hvide, Jean Fitzgerald, Gerald Farmer, and Robert B.
Calhoun, Jr. At the Meeting, two Class I Directors are to be elected to serve
for a term of three years and until their successors are duly elected. Mr.
Caldera, who is also Executive Vice President -- Development of the Company,
will cease to serve in his position as an executive officer of the Company
effective April 30, 1997 and will not stand for reelection to the Board of
Directors. As there is no nominee to fill Mr. Caldera's position, it will remain
vacant until a successor is duly appointed.
<PAGE> 4
Pursuant to the Shareholders Agreement (as defined herein), J. Erik Hvide
has agreed to vote his shares of Common Stock for Mr. Rice and the Investor
Group (as defined herein) has agreed to vote its shares of Common Stock for Mr.
Vickers (see "Certain Transactions -- Shareholders Agreement").
DIRECTORS AND NOMINEES
The following are the continuing members of the Board of Directors,
including the two nominees:
<TABLE>
<CAPTION>
NAME AGE CURRENT POSITIONS
- ------------------------------- --- ----------------------------------------------------------------
<S> <C> <C>
J. Erik Hvide(1)(2)............ 48 Chairman of the Board, President, Chief Executive Officer, and
Director
John H. Blankley(1)(2)......... 49 Executive Vice President, Chief Financial Officer, and Director
Eugene F. Sweeney(1)........... 54 Executive Vice President -- Operations and Director
Robert B. Calhoun, Jr.(2)(3)... 54 Director
Gerald Farmer(3)(4)............ 51 Director
Jean Fitzgerald(1)(4).......... 70 Director
John J. Lee(4)................. 60 Director
Walter C. Mink(3).............. 70 Director
Robert Rice(3)................. 74 Director
Raymond B. Vickers(4).......... 48 Director
</TABLE>
- ---------------
(1) Member of the Executive Committee.
(2) Member of the Special Acquisitions Committee.
(3) Member of the Audit Committee.
(4) Member of the Compensation Committee.
MR. HVIDE has been the Company's Chairman since September 1994 and its
President and Chief Executive Officer since January 1991. He has been a director
of the Company since 1973. From 1981 until 1991, Mr. Hvide was President and
Chief Operating Officer of the Company. From January 1991 to September 1994, he
was also Vice Chairman. He has been employed by the Company in various
capacities since 1970 and became Vice President in 1973. He is also a director
of the American Waterways Operators, a participant on the Transportation
Committee of the American Petroleum Institute, a member of the American Bureau
of Shipping, a past Chairman of the Board of the American Institute of Merchant
Shipping and a past appointee to the U.S. Coast Guard's Towing Safety Advisory
Committee. Mr. Hvide is the son of Hans J. Hvide, the founder of the Company.
MR. BLANKLEY has been a director of the Company since September 1991 and
has been Executive Vice President -- Chief Financial Officer since September
1995. He previously served as a director and Chief Financial Officer of Harris
Chemical Group Inc., a chemical manufacturing company, from April 1993 to August
1994. Mr. Blankley is the owner of Seafirst Capital, a ship finance consulting
business he founded in 1994. He served as Executive Vice President -- Finance
and Chief Financial Officer of Stolt-Nielsen, Inc., a publicly traded
international operator of specialty chemical tankers, from 1985 to 1991. From
1983 until 1985, Mr. Blankley was a director, Senior Vice President, and Chief
Financial Officer of BP North America Inc. Mr. Blankley is also a director of MC
Shipping, a publicly traded operator of container feeder vessels.
MR. SWEENEY has been Executive Vice President -- Operations of the Company
since September 1994 and a director since 1984. He was Senior Vice
President -- Operations of the Company from 1991 to September 1994. He joined
the Company in 1981 as Vice President -- Ship Management. Prior to joining the
Company, Mr. Sweeney was employed for 17 years by Texaco, Inc., where he served
in sea-going and shore management positions, including operations manager of
Texaco's U.S. tanker fleet. Mr. Sweeney is past President of the Chemical
Carriers Association, a member of the Society of Naval Architects and Marine
Engineers and served as a member of a National Academy of Sciences committee to
study marine navigation and pilotage.
MR. CALHOUN has been a director of the Company since September 1994. Mr.
Calhoun has been President of Clipper Asset Management Corporation, the sole
general partner of The Clipper Group, L.P., a
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<PAGE> 5
private investment firm, since 1991. From 1975 to 1991, Mr. Calhoun was a
Managing Director of CS First Boston Corporation, an investment banking firm.
Mr. Calhoun serves as a director of Avondale Mills, Inc., a textile company,
Interstate Bakeries Corporation, a national distributor of baked goods, and
Sterling Chemicals Holdings, Inc., a chemical producer. He also serves as a
director of several privately held companies.
MR. FARMER has served as a director of the Company since 1975. He was
Executive Vice President -- Chief Financial Officer and Treasurer of the Company
from September 1994 until September 1, 1995. In May 1995, Mr. Farmer, for
reasons unrelated to the Company or his responsibilities, retired effective as
of September 1, 1995 as Chief Financial Officer and Treasurer. He continued to
serve as an Executive Vice President of the Company through December 15, 1995.
He was Senior Vice President -- Finance and Administration from January 1991 to
September 1994, having joined the Company in 1973 as Vice President -- Finance.
MR. FITZGERALD has been a director of the Company since March 1994. Since
1992, he has served as the Chairman of Florida Alliance, Inc., a consortium of
maritime interests. From 1990 to 1992, he was Executive Vice President of NDE
Testing & Equipment, Inc., a nationwide storage-tank testing company. From 1988
to 1990, he was with Frederic R. Harris, Inc., an international consulting
engineering firm. Mr. Fitzgerald was a co-founder and the President of American
Tank Testing Service, Inc., a firm that was subsequently acquired by NDE
Environmental Corporation, from 1986 to 1987. In 1982 and 1983, he served as the
Company's Vice President for Governmental Affairs. His other business experience
includes service as President of Tracor Marine, Inc. from 1976 to 1979 and
Director of Engineering of Tracor's Systems Technology Division from 1974 to
1976. Mr. Fitzgerald retired from the U.S. Navy in 1974 in the rank of Captain.
During his naval career he commanded major fleet units at sea and served in the
offices of the Chief of Naval Operations and the Secretary of Defense. He is a
past Commissioner and Chairman of the Port Everglades Authority.
MR. LEE has been a director of the Company since September 1994 and is
Chairman and Chief Executive Officer of Hexcel Corporation, an advanced
materials manufacturer. Mr. Lee joined the Board of Hexcel Corporation in May of
1993 as an outside independent director. In August 1993, Mr. Lee was asked to
become the Chairman and Co-Chief Executive Officer of Hexcel Corporation, which
was experiencing financial difficulties, in order to effect a consensual
reorganization. In December 1993, having concluded that a consensual
reorganization could not be accomplished, Hexcel Corporation filed for
protection under Chapter 11 of the Federal Bankruptcy Code and appointed Mr. Lee
sole Chief Executive Officer to effect a Plan of Reorganization. The
reorganization was completed in February 1995 and Hexcel emerged from Chapter
11. Mr. Lee has been a Director of Aviva Petroleum, Inc. since August 1993, and
has been Chairman, President and Chief Executive Officer of Lee Development
Corporation, a corporation providing investment and merchant banking services,
since 1987. He was a director of XTRA Corporation, a Massachusetts-based
transportation and equipment leasing company, from 1990 through January 1996.
Mr. Lee also served as Chairman and Chief Executive Officer of Seminole
Corporation, a fertilizer manufacturer, from July 1989 through April 1993 and
director of Tosco Corporation, a refiner, from April 1988 through April 1993 and
was President and Chief Operating Officer of Tosco Corporation from April 1990
through April 1993. Mr. Lee is an advisor to The Clipper Group, L.P. and is a
trustee of Yale University.
MR. MINK has been a director of the Company since October 1990. He is
President of Walter C. Mink & Associates, a maritime advisory and consulting
firm in Las Vegas, Nevada. From 1978 to 1986, Mr. Mink was President of Mobil
Shipping and Transportation Company. Previously, he was President of Seabrokers,
Inc., a marine brokerage firm, and was earlier employed by Lago Oil, Esso
Tankers, and Mobil Oil Transport. Mr. Mink is a director of First Olsen Tankers,
Ltd. He served on the Board of Managers of the American Bureau of Shipping and
is a member of the Society of Naval Architects and Marine Engineers.
MR. RICE has been a director of the Company since January 1992. A financial
consultant, he was Senior Vice President of Citibank, N.A. from 1954 to his
retirement in 1983. Mr. Rice is a director of ATCO Ltd., First Olsen Tankers
Ltd., and Pride Refining Inc.
DR. VICKERS has been a director of the Company since March 1994. An
attorney in private practice in Florida, he has represented more than a hundred
financial institutions. He is the author of Panic in Paradise:
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<PAGE> 6
Florida's Banking Crash of 1926 and an adjunct professor of U.S. economic and
business history at Florida State University. From 1975 to 1979, he served as
Assistant Comptroller of the State of Florida.
CERTAIN BOARD INFORMATION
The Board of Directors supervises the management of the Company as provided
by Florida law. The Board of Directors has four committees: (i) the Executive
Committee; (ii) the Compensation Committee; (iii) the Audit Committee; and (iv)
the Special Acquisitions Committee.
The Executive Committee exercises the powers of the Board of Directors in
the management of the business and affairs of the Company between Board meetings
to the extent permitted by Florida law and as limited by the Company's Bylaws.
Its current members are Messrs. Hvide (Chairman), Blankley, Fitzgerald, and
Sweeney.
The Compensation Committee reviews and recommends to the Board of Directors
the compensation and benefits of all executive officers of the Company and
reviews general policy matters relating to compensation and benefits of
employees of the Company. The Compensation Committee also administers the
Company's bonus and stock option plans. Its current members are Messrs.
Fitzgerald (Chairman), Vickers, Lee, and Farmer.
The Audit Committee is authorized by the Board to review, with the
Company's independent public accountants, the annual financial statements of the
Company prior to publication; to review the work of, and approve audit services
performed by, such independent accountants; to make annual recommendations to
the Board for the appointment of independent public accountants for the ensuing
year; and to administer the Company's policy with respect to transactions with
affiliated persons. Its current members are Messrs. Farmer (Chairman), Calhoun,
Mink, and Rice.
The Special Acquisitions Committee is authorized by the Board of Directors
to facilitate the acquisition of additional offshore energy support vessels,
subject to an aggregate purchase price limit of $20.0 million for all such
acquisitions. Its current members are Messrs. Hvide (Chairman), Blankley, and
Calhoun.
The Board of Directors held 13 meetings and acted by unanimous consent on
seven occasions during the year ended December 31, 1996. The Executive Committee
held no meetings, the Compensation Committee held six meetings, the Audit
Committee held one meeting, and the Special Acquisitions Committee held no
meetings during such period. All of the Company's Directors attended at least
75% of the meetings of the Board and of the committees of which they were
members.
DIRECTOR COMPENSATION
Directors not employed by the Company are paid $2,000 per board meeting and
$1,500 per board committee meeting ($500 if telephonic) attended and are
reimbursed by the Company for reasonable out-of-pocket expenses incurred for
attendance at such meetings in accordance with Company policy. All committee
chairmen not employed by the Company are also paid an annual retainer of $3,000.
The Company granted to each director who was not an employee 500 shares of Class
A Common Stock upon consummation of the initial public offering of the Company's
Class A Common Stock in August 1996 (the "IPO"), and intends to grant each such
director 500 shares of Class A Common Stock each year.
Additionally, the Company adopted a stock option plan for non-employee
directors (the "Directors Plan") and reserved 70,000 shares of Class A Common
Stock for issuance under that plan. In 1996, options to purchase 35,000 shares
of Class A Common Stock were issued under the Directors Plan. Under the
Directors Plan, all directors not employed by the Company will annually be
granted an option to purchase 1,500 shares of Class A Common Stock at an
exercise price equal to the fair market value of the Class A Common Stock on the
date of grant. The date of grant for these options will be the first business
day following the annual meeting of stockholders. Also, the Company granted to
each director not employed by the Company upon consummation of the IPO and
pursuant to the Directors Plan, an option to purchase 5,000 shares of Class A
Common Stock at an exercise price of $12 per share. Directors elected to the
Board in the future will each be granted an option to purchase 5,000 shares at
an exercise price equal to the fair market value of the Class A Common Stock as
of the first business day following the stockholder meeting at which the
director is elected
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<PAGE> 7
to the Board. All stock options under the Directors Plan will vest at the
earliest of death, disability, change in control of the Company, voluntary
retirement from the Board at or after age 62, completion of ten years service on
the Board, or one year from the date of grant.
---------------------------
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE ELECTION OF MESSRS. VICKERS AND RICE AS CLASS I DIRECTORS TO SERVE FOR A
TERM OF THREE YEARS. Election of directors requires the affirmative vote of a
plurality of the votes entitled to be cast represented in person or by proxy at
the Meeting. Shares represented by the enclosed proxy will be voted for the
election of the aforementioned candidates unless authority is withheld. If for
any reason any of these directors is not a candidate for election as a director
at the Meeting as the result of an event not now anticipated, the shares
represented by the enclosed proxy will be voted for such substitute as shall be
designated by the Board.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for the Chief Executive
Officer and each of the five most highly compensated executive officers whose
individual remuneration exceeded $100,000 for the years ended December 31, 1996
and 1995 (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND ---------------------------- OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION SALARY BONUS COMPENSATION(1) COMPENSATION(2)
- ------------------------------------ -------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
J. Erik Hvide....................... 1996 $469,513 $160,000 $5,927 $23,799
Chief Executive Officer 1995 462,000 100,000 4,286 56,238
John H. Blankley(3)................. 1996 203,788 50,000 1,936 13,101
Executive Vice President, Chief 1995 73,125 15,000 246 5,310
Financial Officer
Eugene F. Sweeney................... 1996 185,288 50,000 3,163 11,573
Executive Vice President -- 1995 150,000 50,000 2,676 16,470
Operations
Donald L. Caldera(4)................ 1996 184,701 50,000 718 13,942
Executive Vice President -- 1995 152,625 35,000 709 15,572
Development
Gene Douglas........................ 1996 131,270 30,000 -- 11,491
Vice President -- Legal and General 1995 115,000 20,000 -- 9,871
Counsel
</TABLE>
- ---------------
(1) Reflects personal use of Company automobiles in the amounts indicated.
(2) For 1996, consists of 401(k) contributions of $10,500 for each of Messrs.
Hvide, Blankley, Sweeney, Caldera, and Douglas, life insurance premium
payments of $1,148, $348, $540, $1,404, and $66 for Messrs. Hvide, Blankley,
Sweeney, Caldera, and Douglas, respectively, and club and professional
membership payments of $12,151, $2,253, $533, $2,038, and $915 for Messrs.
Hvide, Blankley, Sweeney, Caldera, and Douglas, respectively. For 1995,
consists of 401(k) contributions of $10,500 for each of Messrs. Hvide,
Sweeney, and Caldera and $8,890 for Mr. Douglas, life insurance premium
payments of $1,091, $116, $540, $1,404, and $66, for Messrs. Hvide,
Blankley, Sweeney, Caldera, and Douglas, respectively, club and professional
membership payments of $13,357, $75, $180, $1,568, and $915 for Messrs.
Hvide, Blankley, Sweeney, Caldera, and Douglas, respectively, and additional
benefits of $31,290, $5,119, $5,250, and $2,100, for Messrs. Hvide,
Blankley, Sweeney, and Caldera, respectively.
(3) Executive Vice President and Chief Financial Officer beginning September 1,
1995.
(4) Mr. Caldera, Executive Vice President -- Development of the Company since
September 1993, will cease to serve in his position as an executive officer
effective April 30, 1997.
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<PAGE> 8
The following table contains information concerning stock options granted
to each of the Named Executives in 1996. All options were granted pursuant to
the Hvide Marine Incorporated Equity Ownership Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED VALUE OF
PERCENT ANNUAL RATES UNEXERCISED
TOTAL SHARES OF STOCK IN-THE-MONEY
SHARES UNDERLYING APPRECIATION FOR OPTIONS AT
UNDERLYING OPTIONS PER SHARE OPTION TERM(2) FISCAL YEAR
OPTIONS GRANTED EXERCISE EXPIRATION ----------------------- END (ALL
NAME GRANTED(1) TO EMPLOYEES PRICE DATE 5% 10% UNEXERCISABLE)(3)
- --------------------- ---------- ------------ --------- ----------- ---------- ---------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. Erik Hvide........ 100,000 13.0% $ 12.00 8/8/01 $ 331,538 $ 732,612 $ 962,500
John H. Blankley..... 100,000 13.0 12.00 8/8/06 754,624 1,912,491 962,500
Eugene F. Sweeney.... 100,000 13.0 12.00 8/8/06 754,624 1,912,491 962,500
Donald L. Caldera.... 100,000 13.0 12.00 8/8/06 754,624 1,912,491 962,500
Gene Douglas......... 28,000 3.6 12.00 8/8/06 211,309 535,497 269,500
</TABLE>
- ---------------
(1) Options vest 25% per annum over four years, and all unvested options vest
upon retirement.
(2) The dollar amounts are the result of calculations at specified rates of
appreciation and are not intended to forecast possible future appreciation.
(3) Based upon the last reported sale price of the Class A Common Stock of
$21 5/8, as reported by the Nasdaq National Market on December 31, 1996.
NON-COMPETE AND BENEFITS AGREEMENTS
The Company is party to a non-compete agreement dated September 28, 1994
with Hans J. Hvide, the founder of the Company and father of its current
Chairman, pursuant to which Mr. Hvide receives a fee of $185,000 per year
(subject to annual adjustments based on the Consumer Price Index) in exchange
for an agreement not to provide any services to any person in competition with
the Company. The non-compete agreement expires upon the earlier of September 30,
2014 or the death of Mr. Hvide. The non-compete agreement can be terminated by
the Company only if Mr. Hvide materially breaches the Agreement, and by Mr.
Hvide only if the Company fails to pay the non-compete fees. The Company is also
party to a post-retirement benefits agreement with Mr. Hvide pursuant to which
he receives the use of an automobile, major medical health insurance for himself
and for his spouse, the use of an office and secretarial assistance, and a
payment of $2,000 per month in lieu of other expenses. The term of the
post-retirement benefits agreement is for the life of Mr. Hvide except for major
medical health insurance for Mr. Hvide's spouse, which is for the life of Mr.
Hvide's spouse. In the event the Company terminates the non-compete agreement,
the post-retirement benefits agreement terminates automatically.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for supervising the Company's
executive compensation policies, administering the employee incentive plans,
reviewing officers' salaries, approving significant changes in executive
employee benefits, and recommending to the Board such other forms of
remuneration as it deems appropriate. The Compensation Committee is composed of
four directors who are not employees of the Company.
Compensation Philosophy
The Company's executive compensation program is designed to attract,
retain, and motivate a highly qualified and experienced senior management team.
The Compensation Committee believes that these objectives can best be obtained
by directly tying executive compensation to meeting annual and long-term
financial performance goals and to appreciation in the Company's stock price. In
accordance with these objectives, the total compensation program for the
executive officers of the Company and its subsidiaries consists of three
components:
(1) base salary;
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<PAGE> 9
(2) annual incentive compensation consisting of bonuses based upon
achievement of financial performance objectives; and
(3) long-term equity incentives composed of stock options and other
incentive awards, including outright share grants, which may be conditioned
upon future events such as continued employment and/ or the attainment of
performance objectives. Performance objectives may be measured by reference
to the earnings of the Company (or a subsidiary or division of the Company)
or to the market value of the Common Stock, among other things.
It is the Company's policy to consider the deductibility of executive
compensation under applicable income tax rules as a factor used to make specific
compensation determinations consistent with the goals of the Company's executive
compensation program. No component of the Company's executive compensation has
been determined to be non-deductible to the Company for the year ended December
31, 1996.
Base Salary
The base salaries of the Company's executive officers are determined by the
Compensation Committee by evaluating the responsibilities of the positions,
experience, and performance. To assist in establishing salary levels for 1996,
the Compensation Committee performed a survey of salary levels of executives at
other companies in the marine transportation industry. In its efforts to attract
and retain well qualified and experienced senior managers, the Compensation
Committee examines and utilizes three components of executive compensation: base
salaries, annual performance bonuses, and non-qualified stock options.
Annual Bonus
The Company's annual bonus program is intended to promote superior
performance by making incentive compensation an important part of the executive
officers' compensation. In calculating such bonuses, the Compensation Committee
examines both objective performance, in which a given executive's performance is
measured in terms of financial results as compared to budgeted targets, and
subjective performance, which is measured and evaluated with the use of
formatted performance evaluation documents. For the 1996 fiscal year, the
Company's Chief Executive Officer received a bonus of $160,000, and three
Executive Vice Presidents each received bonuses of $50,000.
Other executive officers of the Company, including subsidiary and division
heads, corporate and subsidiary vice presidents, and other managers, also are
entitled to receive annual bonuses and/or stock options or grants based upon a
percentage of their base salaries and Company and/or individual performance.
Long-Term Incentives
The Compensation Committee believes that it is important to provide
executive officers incentive compensation based upon the Company's stock price
performance, thus aligning the interests of its executive officers with those of
its stockholders and encouraging them to contribute to the Company's long-term
success. Such incentive compensation, accomplished through the award of
non-qualified stock options, provides the added benefit of encouraging employees
to remain in the service of the Company.
CEO Compensation
In setting the compensation payable to the Company's Chief Executive
Officer, the Compensation Committee seeks to achieve two objectives: (i)
establish a level of base salary which is (a) competitive with that paid by
companies within the industry which are of comparable size to the Company; (b)
competitive with that paid by companies outside the industry with which the
Company competes for executive talent; and (c) commensurate with the high risks
inherent in the waterborne transportation of petroleum and chemical products,
the strict governmental regulation of such operations and large penalties
provided by law in certain instances of groundings, collisions, and spills, and
the complexities of the Chief Executive Officer's duties and responsibilities
growing out of the Company's diverse operations within its four segments; and
(ii) make a significant percentage of the total compensation package contingent
upon the Company's performance and stock price appreciation.
7
<PAGE> 10
The base salary established for Mr. Hvide on the basis of the foregoing
criteria was intended to provide a level of stability and certainty each year.
Accordingly, this element of compensation was not affected to any significant
degree by Company performance factors.
COMPENSATION COMMITTEE
Jean Fitzgerald
Gerald Farmer
John J. Lee
Raymond B. Vickers
CERTAIN TRANSACTIONS
The Company's Articles of Incorporation require that any material
transaction between the Company and any of its officers, directors, holders of
more than 5% of any class of its capital stock, or other affiliates be on terms
no less favorable than those that could be obtained from unaffiliated persons
and be approved by a majority of the independent and disinterested directors.
The Company believes that the transactions described below are on terms no less
favorable than those that could be obtained from unaffiliated persons. Furnished
below is information regarding certain transactions since December 31, 1995 in
which executive officers and directors of the Company have had an interest.
In August 1996, the Company repaid approximately $2.2 million of notes
payable to certain officers, directors, and other related parties with cash and
Class A Common Stock of the Company valued at $12.00 per share. The amounts paid
were as follows: Hans J. Hvide, the Company's founder and father of its
Chairman, $1,548,303 in cash; J. Erik Hvide, $189,758 in cash; Eugene F.
Sweeney, $40,764 in cash and 7,988 shares of Class A Common Stock; Andrew W.
Brauninger, $34,782 in cash and 6,815 shares of Class A Common Stock; John
Krumenacker (the Company's Controller), $17,391 in cash and 3,408 shares of
Class A Common Stock; Robert A. Santos, $14,678 in cash and 2,876 shares of
Class A Common Stock; and Gene Douglas, $23,373 in cash and 4,580 shares of
Class A Common Stock.
In February 1997, the Company repaid approximately $2.6 million of notes
payable to the following individuals in the following amounts: Hans J. Hvide,
$2,423,574 and Gerald Farmer, $165,856.
As of December 31, 1995, J. Erik Hvide was indebted to Maritime Transport
Development Corp. ("Maritime Transport"), a company wholly owned by Hans J.
Hvide and for which J. Erik Hvide serves as an officer and director, in the
amount of $675,000 as a result of miscellaneous personal advances made to him
over a number of years. In 1996, Mr. Hvide guaranteed repayment of a like
portion of approximately $0.9 million owed to the Company by Maritime Transport.
All amounts owed to the Company by Maritime Transport, including the amount
guaranteed by Mr. Hvide, were repaid in August 1996 by the cancellation of $0.9
million of notes payable held by Mr. Hvide and Hans J. Hvide.
Maritime Transport is the successor in interest to the entity which
developed and engineered and provides marketing services for the CATUG(R) vessel
design. Maritime Transport receives a commission equal to 1.25% of charter hire
received by the Company for two such vessels as payment for development and
engineering services relating to the vessels. For the year ended December 31,
1996, the Company made a payment to Maritime Transport of $0.2 million.
In November 1996, the Company took delivery of a 152-foot crew/supply boat
which it purchased from J. Erik Hvide and the Investor Group for a purchase
price of approximately $2.2 million, which was equal to their cost of the
vessel.
The Company has verbal arrangements with Jean Fitzgerald and Gerald Farmer
to provide technical and financial consulting services, respectively, to the
Company. Mr. Fitzgerald, whose arrangement commenced in February 1994, is
currently compensated for such services at the rate of $6,500 per month, and
received total compensation of $77,000 during 1996. Mr. Farmer, whose
arrangement commenced in December 1995, is compensated at an hourly rate and
received total compensation of $2,900 during 1996. Both arrangements may be
terminated by either party without notice.
8
<PAGE> 11
The Company has entered into a two-year consulting agreement with Donald L.
Caldera effective April 30, 1997, when he will cease serving as an executive
officer. Under the agreement, Mr. Caldera will provide consulting services to
the Company primarily related to business development and has agreed not to
compete with the Company during the term of the agreement. Mr. Caldera will
receive $114,000 for such services from June 1, 1997 through May 31, 1998 and
$61,000 from June 1, 1998 through May 31, 1999. Mr. Caldera will retain his
stock options and continue to receive medical, pension, and life insurance
benefits through his retirement on May 31, 1999.
Recapitalization Agreement
The Company, the Investor Group, J. Erik Hvide, and the Hvide Trusts (as
defined herein) entered into a recapitalization agreement (the "Recapitalization
Agreement") in August 1996 in connection with the Company's IPO. Under the
Recapitalization Agreement, immediately prior to the IPO, 74,704 shares of the
452,518 Class B Common Stock owned by the Investor Group were converted into
74,704 shares of Class A Common Stock, the 313,215 shares of Class C Common
Stock of the Company owned by the Investor Group were converted into 229,062
shares of Class A Common Stock and 84,153 shares of Class B Common Stock and the
663,415 shares of Class C Common Stock owned by J. Erik Hvide and the Hvide
Trusts were converted into 663,415 shares of Class B Common Stock. In addition,
under the Recapitalization Agreement, $31.0 million of the proceeds of the IPO
was used to repay $15.9 million of principal and accrued but unpaid interest on
the Senior Notes that had been issued to the Investor Group in September 1994
and $15.1 million of the principal and accrued but unpaid interest on the Junior
Notes that had been issued to the Investor Group in September 1994. Also under
the Recapitalization Agreement, the $13.9 million principal amount of the Junior
Notes remaining outstanding following application of the proceeds of the IPO was
converted into an aggregate of 55,500 shares of Class A Common Stock and
1,188,502 shares of Class B Common Stock. The remaining $10.2 million of accrued
interest on and principal of the Senior Notes were repaid in February 1997. In
addition, the Company has agreed to pay an annual advisory fee of $100,000 to
the Investor Group, with such amount reduced by the compensation received by
Messrs. Calhoun and Lee in their capacities as directors of the Company. In
1996, $100,000 was paid to the Investor Group pursuant to such agreement. The
parties are also parties to the Shareholders Agreement and the CSI Agreement,
each as described below.
Shareholders Agreement
In connection with the September 1994 issuance of the Senior Notes and the
Junior Notes, the Company, J. Erik Hvide, the Hvide Trusts, and the Investor
Group entered into an agreement granting certain voting and approval rights to
the Investor Group and J. Erik Hvide and certain members of his family (the
"Hvide Family"). Immediately prior to the IPO, that agreement was terminated and
Mr. Hvide, the Hvide Trusts, and the Investor Group entered into a new agreement
(the "Shareholders Agreement") that provides as follows:
Designations to the Board of Directors. The Investor Group may initially
nominate three persons to the Board of Directors and must vote all its shares so
as to elect eight other persons nominated to the Board of Directors by J. Erik
Hvide. Of these eight nominees, one will be Mr. Hvide, no more than three others
may be employees of the Company, its subsidiaries or members of the Hvide
Family, and the remainder must be independent of Mr. Hvide, the Company, and its
subsidiaries. In addition, J. Erik Hvide and the Hvide Trusts must vote their
shares to elect the three Investor Group nominees. Mr. Rice is the Investor
Group's Class I nominee and Mr. Vickers is Mr. Hvide's Class I nominee for
re-election at the Annual Meeting. The number of nominees that the Investor
Group is entitled to designate will be reduced by one at such time as the
Investor Group's Primary Economic Interest (as defined in the Shareholders
Agreement) drops below 20%, 10%, and 5%, respectively, of the Company's
outstanding Common Stock. The Investor Group may remove its nominees, with or
without cause, and may nominate successors to its nominees. All director
nominees must be U.S. citizens.
Right of First Refusal. Mr. Hvide (together with the Hvide Trusts) and the
Investor Group, respectively, have granted a right of first refusal for each to
purchase the other's stock in certain circumstances.
9
<PAGE> 12
Share Adjustment. The Investor Group has agreed that, if following the
issuance of the CSIs (as defined below), the aggregate votes held by the
Investor Group by virtue of its ownership of Class A and Class B Common Stock
would exceed the votes held by the Hvide Family by virtue of its ownership of
Class A and Class B Common Stock, the Investor Group will convert sufficient
Class B Common Stock to Class A Common Stock to allow the Hvide Family to
maintain a one-vote majority over the Investor Group.
Contingent Share Issuance Agreement
Also in connection with the issuance of the Junior Notes, the Company and
the Investor Group entered into a Contingent Share Issuance Agreement (the "CSI
Agreement"). The agreement, as amended and restated pursuant to the
Recapitalization Agreement, provides for the issuance of additional shares of
Class A Common Stock to the purchasers of the Junior Notes to the extent
necessary for such purchasers to earn a specified All-in Return (as defined
below) on their investment. Mr. Hvide and the Hvide Trusts agreed in the
Shareholders Agreement to contribute to the Company a number of shares of Class
B Common Stock equal to the number of shares of Common Stock issued by the
Company pursuant to the CSI Agreement.
Pursuant to the CSI Agreement, the Company issued to the purchasers of the
Junior Notes two series of Common Stock Contingent Share Issuances ("CSIs") that
are convertible into shares of Class A Common Stock on June 10, 1997 (300 days
following completion of the IPO). The number of shares of such stock issuable
with respect to the first series of CSIs is the lesser of (i) that number
necessary to cause the All-in Return to equal 60% and (ii) a number of shares
equal to 9.375% of the outstanding shares of the Company's Common Stock on a
fully diluted basis, without giving effect to the IPO, the Company's January
1997 second public offering, or the CSIs. The number of shares issuable with
respect to the second series of CSIs is equal to the lesser of (i) that number
necessary to cause the All-in Return to equal 35% and (ii) a number of shares
equal to 12.5% of the outstanding shares of the Company's Common Stock on a
fully diluted basis, without giving effect to the IPO, the second public
offering, or the CSIs. The value of the shares of Class A Common Stock issuable
upon conversion of the CSIs is based upon the average market price of the Class
A Common Stock during the 30 trading days preceding June 10, 1997 (the
"Valuation Period"). "All-in Return" is defined as the annual rate of return
earned by the purchasers of the Junior Notes with respect to their aggregate
investment in the Junior Notes, the shares of Common Stock issued to them in
connection with their purchase of the Junior Notes, and the shares of Common
Stock issued to them upon conversion of the CSIs.
The Investor Group has agreed, however, that if following the issuance of
the CSIs, the aggregate votes held by the Investor Group would exceed the votes
held by the Hvide Family, the Investor Group will convert sufficient Class B
Common Stock to Class A Common Stock to allow the Hvide Family to maintain a one
vote majority over the Investor Group. See "-- Shareholders Agreement -- Share
Adjustment."
Registration Rights Agreement
In connection with the Recapitalization Agreement the Company and the
Investor Group entered into a registration rights agreement (the "Registration
Rights Agreement"). Under the Registration Rights Agreement, the Investor Group
has the right to demand that its shares of Common Stock be registered for sale
pursuant to the requirements of the Securities Act up to three times, subject to
certain deferral rights of the Company. Each of the members of the Investor
Group has the right to request that its shares be included in any registered
underwritten public offering of the Company's Common Stock, subject to certain
cutbacks.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 1997 by (i) each person
who is known by the Company to be the beneficial owner of more than five percent
of the Company's outstanding Common Stock, (ii) each director of the Company and
each Nominee, (iii) each Named Executive, and (iv) all directors and executive
officers of the Company as a group. Except as otherwise indicated, the Company
believes that the beneficial owners of the
10
<PAGE> 13
Common Stock listed, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to community
property laws where applicable.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK
---------------------------- ----------------------------
PERCENT PERCENT PERCENT
NUMBER OF CLASS NUMBER OF CLASS OF TOTAL
NAME AND ADDRESS OF BENEFICIALLY BENEFICIALLY BENEFICIALLY BENEFICIALLY VOTING
BENEFICIAL OWNER(1) OWNED OWNED OWNED OWNED POWER
- ------------------------------------------- ------------ ------------ ------------ ------------ --------
<S> <C> <C> <C> <C> <C>
J. Erik Hvide(2)........................... 14,000 * 1,769,107 51.7% 38.6%
Hvide Family Trust I(3).................... -- * 1,444,383 42.2 31.5
Hvide Family Trust II(3)................... -- * 95,215 2.8 2.1
Clipper/Park HMI, L.P.(4).................. -- * 750,297 21.9 16.4
Clipper/Hercules, L.P.(4).................. -- * 414,871 12.1 9.0
Clipper/Merban, L.P.(4).................... 219,850 1.9% 152,089 4.4 3.8
Clipper/Merchant HMI, L.P.(4).............. -- * 300,119 8.8 6.5
Clipper Capital Associates, L.P.(4)(5)..... 219,850 1.9 1,650,470 48.3 36.5
Metropolitan Life Insurance Company(4)..... 71,820 * -- * *
Olympus Growth Fund II, L.P.(4)............ 67,596 * -- * *
John H. Blankley........................... 1,000 * -- * *
Eugene F. Sweeney.......................... 8,098 * -- * *
Gene Douglas............................... 4,580 * -- * *
Donald L. Caldera.......................... -- * -- * *
Robert B. Calhoun, Jr.(5).................. 220,350 1.9 1,650,470 48.3 36.5
Gerald Farmer.............................. 5,060 * -- * *
Jean Fitzgerald............................ 1,500 * -- * *
John Lee(6)................................ 500 * -- * *
Walter C. Mink............................. 500 * -- * *
Robert Rice................................ 2,500 * -- * *
Raymond B. Vickers......................... 10,500 * -- * *
All executive officers and directors as a
group (18 persons)(5).................... 279,694 2.4 3,419,577 100.0 75.2
</TABLE>
- ---------------
* Less than one percent
(1) Unless otherwise indicated, the address of each of the persons whose name
appears in the table above is: c/o Hvide Marine Incorporated, 2200 Eller
Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316.
(2) Includes the shares held by Hvide Family Trust I and Hvide Family Trust II
(the "Hvide Trusts"), of which Mr. Hvide is the sole trustee.
(3) J. Erik Hvide is the sole trustee for both trusts. Hvide Family Trust I is a
trust for the benefit of Mr. Hvide, his sister, Elsa Hvide Sowrey (now known
as Elsa Hvide Mumma), and their children and in which Mr. Hvide has an
economic interest in 65% of the income of the trust. Hvide Family Trust II
is a trust for the benefit of Elsa Hvide Sowrey and her children, and in
which Mr. Hvide has no economic interest.
(4) Member of the Investor Group, defined as the "Investor Shareholders" in the
Company's Articles of Incorporation. The Investor Group owns an aggregate of
359,266 shares of Class A Common Stock and 1,650,470 shares of Class B
Common Stock. The address for Clipper Capital Associates, L.P. ("Clipper
Capital"), Clipper/Hercules HMI, L.P., Clipper/Merban, L.P.,
Clipper/Merchant HMI, L.P., Clipper/ Park HMI, L.P. is: c/o Clipper Capital
Associates, L.P., Eleven Madison Avenue, 26th Floor, New York, New York
10010. The address for Metropolitan Life Insurance Company is: 334 Madison
Avenue, P.O. Box 633, Convent Station, New Jersey 07961-0633. The address
for Olympus Growth Fund II, L.P. is: c/o Olympus Partners, Metro Center, One
Station Place, Stamford, Connecticut 06902.
(5) Includes 33,094 shares owned by Clipper Capital and an aggregate of
1,837,226 shares held by Clipper/Hercules, L.P., Clipper/Merban, L.P.,
Clipper/Merchant, L.P. and Clipper/Park, L.P. (collectively, the "Clipper
Limited Partnerships"). Clipper Capital is the general partner of the
Clipper Limited Partnerships, and Mr. Calhoun is an officer, director, and
stockholder of the corporate general partner of Clipper Capital and thus
Clipper Capital and Mr. Calhoun may each be deemed to be the beneficial
owner of the shares held by the Clipper Limited Partnerships.
(6) Excludes 17,985 shares in which Mr. Lee has a pecuniary interest as an
investor in the Clipper Limited Partnerships.
11
<PAGE> 14
PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common Stock
to the cumulative total return to stockholders of (i) the stocks included in the
NASDAQ National Market -- United States Index from August 9, 1996 to December
31, 1996, and (ii) the Company's Peer Group Index for the same period, in each
case assuming the investment of $100 on August 9, 1996 at the initial public
offering price of $12.00 per share. The Company's Peer Group Index consists of
Kirby Corp., Maritrans, Inc., Seacor Holdings, Inc., Stolt-Nielsen, S.A.,
Tidewater, Inc., and Trico Marine Services.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
MEASUREMENT PERIOD HVIDE MARINE INC
(FISCAL YEAR COVERED) CL A PEER GROUP BROAD MARKET
<S> <C> <C> <C>
08/09/96 100.00 100.00 100.00
08/31/96 98.96 104.23 105.18
09/30/96 108.33 104.34 112.52
10/31/96 123.96 116.34 111.22
11/29/96 189.58 121.92 118.14
12/31/96 180.21 127.66 117.87
</TABLE>
12
<PAGE> 15
2. PROPOSAL TO ADOPT BOARD OF DIRECTORS
STOCK COMPENSATION PLAN
At the Meeting, the stockholders will be asked to approve a plan to allow
non-employee members of the Board of Directors to elect to convert all or a
portion of their director's fees into Class A Common Stock of the Company (the
"Directors Stock Compensation Plan"). Under the terms of the Directors Stock
Compensation Plan, if approved by the stockholders, non-employee members of the
Board may convert all or a portion of their fees for attendance at board or
committee meetings into shares of Class A Common Stock of the Company, and each
member may designate the percentage of fees to be converted into shares of Class
A Common Stock. Adoption of the Directors Stock Compensation Plan requires the
affirmative vote of a majority of the votes cast on the proposal in person or by
proxy at the Meeting.
Purpose of the Directors Stock Compensation Plan. The Directors Stock
Compensation Plan is intended to promote an increased proprietary interest in
the Company by non-employee directors, thereby aligning their interests more
closely with the interests of stockholders generally.
Shares Issuable Under the Directors Stock Compensation Plan. The Directors
Stock Compensation Plan will be effective when approved by the stockholders and
will remain in effect until terminated by the Board. Each eligible director may
elect to convert a portion of his or her fees for attendance at board and
committee meetings into shares of Class A Common Stock. The number of shares of
Class A Common Stock that a member will receive shall equal 125% of the amount
of fees subject to the election divided by the fair market value of a share on
the last day of the month in which the member would have received his or her
fees in stock. The aggregate number of shares of Class A Common Stock to be
issued under the Directors Stock Compensation Plan shall not exceed 30,000,
subject to any adjustment due to recapitalization or reorganization of the
Company.
Participation in the Directors Stock Compensation Plan. All members of the
Board of Directors who are not employees of the Company will be eligible to
participate in the Directors Stock Compensation Plan.
Administration of the Directors Stock Compensation Plan. The Compensation
Committee administers the Directors Stock Compensation Plan and has the
authority to establish any rules or regulations relating to the Directors Stock
Compensation Plan that it determines to be appropriate, to delegate its
authority as appropriate, and to make any other determination that it believes
necessary or advisable for the proper administration of the Directors Stock
Compensation Plan.
Adjustment and Reorganization. The number of shares of Class A Common
Stock issued pursuant to the Directors Stock Compensation Plan will be
proportionately adjusted for any increase or decrease in the number of issued
shares of the Company. Any adjustment shall be carried to three decimal places.
Termination and Amendment. The Board at any time may amend or terminate
the Directors Stock Compensation Plan.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
DIRECTORS STOCK COMPENSATION PLAN.
3. PROPOSAL TO ADOPT KEY EMPLOYEE
STOCK COMPENSATION PLAN
At the Meeting, the stockholders will be asked to approve a plan to allow
key employees to designate a portion of their annual bonuses to be deferred and
credited in shares of Class A Common Stock (the "Key Employee Stock Compensation
Plan"). Under the terms of the plan, if approved by the stockholders, within 15
days after the Plan becomes effective, eligible key employees may defer up to
50% of any annual incentive plan payment for use to purchase shares of Class A
Common Stock of the Company. Adoption of the Key Employee Stock Compensation
Plan requires the affirmative vote of a majority of the votes cast on the
proposal in person or by proxy at the Meeting.
13
<PAGE> 16
Purpose of the Key Employee Stock Compensation Plan. The Key Employee
Stock Compensation Plan is intended to promote an increased proprietary interest
in the Company by key employees, thereby aligning their interests more closely
with the interests of stockholders generally.
Shares Issuable Under the Key Employee Stock Compensation Plan. Each
eligible key employee may, by election, designate a percentage, not to exceed
50%, of his or her annual bonus to be deferred and credited in shares of Class A
Common Stock. The number of shares credited will equal 125% of the deferred cash
divided by the fair market value of a share of common stock on the last day of
the month in which the employee would have been paid but for the deferral
election. Of that amount 100% is immediately vested and nonforfeitable, and the
remaining 25% becomes vested and nonforfeitable on the first day of the year
during which the third anniversary of the crediting of the shares to the
employee's account occurs, provided the employee is then still employed by the
Company. The Key Employee Stock Compensation also provides for accelerated
vesting of this amount in the event of death, disability, retirement of the
employee, or termination of the employee following a change in control of the
Company. The aggregate number of shares of Class A Common Stock to be issued
under the Key Employee Stock Compensation Plan may not exceed 65,000, subject to
any adjustment due to recapitalization or reorganization of the Company.
Participation in the Key Employee Stock Compensation Plan. The
Compensation Committee selects those employees of the Company who may
participate in the Key Employee Stock Compensation Plan.
Administration of the Key Employee Stock Compensation Plan. The
Compensation Committee administers the Key Employee Stock Compensation Plan and
has the authority to establish any rules or regulations relating to the Key
Employee Stock Compensation Plan that it determines to be appropriate, to
delegate its authority as appropriate, and to make any other determination that
it believes necessary or advisable for the proper administration of the Key
Employee Stock Compensation Plan.
Adjustment and Reorganization. The number of shares of Class A Common
Stock issued pursuant to the Key Employee Stock Compensation Plan will be
proportionately adjusted for any increase or decrease in the number of issued
shares of the Company. Any adjustment shall be carried to three decimal places.
Termination and Amendment. The Board at any time may amend or terminate
the Key Employee Stock Compensation Plan.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE KEY
EMPLOYEE STOCK COMPENSATION PLAN.
4. PROPOSAL TO RATIFY APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent public accountants for 1997. The appointment of independent public
accountants by the Board of Directors is submitted annually for ratification by
the stockholders. A representative of Ernst & Young LLP will be present at the
Annual Meeting of Stockholders to respond to appropriate questions and will have
an opportunity to make a statement if he desires to do so.
5. OTHER MATTERS
The Board of Directors has no knowledge of any additional business to be
presented for consideration at the Meeting. Should any such matters properly
come before the Meeting or any adjournments thereof, the persons named in the
enclosed proxy will have discretionary authority to vote such proxy in
accordance with their best judgment on such other matters and with respect to
matters incident to the conduct of the Meeting. Certain financial and other
information regarding the Company, including audited consolidated financial
statements of the Company and its subsidiaries for the last fiscal year, is
included in the Company's 1996 Annual Report to Stockholders mailed with this
Proxy Statement.
---------------------------
14
<PAGE> 17
STOCKHOLDERS MAY OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
AND THE SCHEDULES THERETO BY WRITING TO GENE DOUGLAS, SECRETARY, HVIDE MARINE
INCORPORATED, 2200 ELLER DRIVE, P.O. BOX 13038, FT. LAUDERDALE, FLORIDA 33316.
ADDITIONAL COPIES OF THIS PROXY STATEMENT AND THE ACCOMPANYING PROXY ALSO MAY BE
OBTAINED FROM MR. DOUGLAS.
The affirmative vote of a plurality of the votes entitled to be cast
represented in person or by proxy at the Meeting is required to elect Directors.
The affirmative vote of a majority of the votes cast in person or by proxy is
required to approve proposals 2 and 3, and a majority of the votes entitled to
be cast in person or by proxy is required to approve proposal 4. Shares
represented by proxies marked "withhold authority" with respect to the election
of a nominee for Director will be counted for the purpose of determining the
number of shares represented by proxy at the Meeting. Such proxies thus will
have the same effect as if the shares represented thereby were voted against
such nominee. If a broker indicates on the proxy that it does not have
discretionary authority to vote in the election of Directors, those shares will
not be counted for the purpose of determining the number of shares represented
by proxy at the Meeting.
The Company will pay the cost of soliciting proxies. In addition to
solicitation by use of the mails, certain officers and employees of the Company
may solicit the return of proxies by telephone, telegram, or in person. The
Company has requested that brokerage houses, custodians, nominees, and
fiduciaries forward soliciting materials to the beneficial owners of Common
Stock of the Company and will reimburse them for their reasonable out-of-pocket
expenses.
A list of stockholders of record entitled to be present and vote at the
Meeting will be available at the offices of the Company for inspection by the
stockholders during regular business hours from May 9, 1997 to the date of the
Meeting. The list will also be available during the Meeting for inspection by
stockholders who are present. Votes will be tabulated by an automated system
administered by ChaseMellon Shareholder Services, LLC, the Company's transfer
agent.
IN ORDER TO ASSURE THE PRESENCE OF THE NECESSARY QUORUM AT THE MEETING,
PLEASE SIGN AND MAIL THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES. SIGNING AND RETURNING
THE PROXY WILL NOT PREVENT YOU FROM ATTENDING THE MEETING AND VOTING IN PERSON,
SHOULD YOU SO DESIRE.
STOCKHOLDER PROPOSALS FOR THE
1998 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder who wishes to present a proposal for consideration at the
annual meeting of stockholders to be held in 1998 must submit such proposal in
accordance with the rules promulgated by the Securities and Exchange Commission.
In order for a proposal to be included in the proxy materials relating to the
1998 annual meeting, it must be received by the Company no later than December
12, 1997. Such proposals should be addressed to Gene Douglas, Secretary, Hvide
Marine Incorporated, 2200 Eller Drive, P.O. Box 13038, Ft. Lauderdale, Florida
33316.
15
<PAGE> 18
APPENDIX A
HVIDE MARINE INCORPORATED
BOARD OF DIRECTORS STOCK COMPENSATION PLAN
1. PURPOSE
The purpose of the Hvide Marine Incorporated Board of Directors Stock
Compensation Plan (the "Plan") is to provide outside directors of Hvide
Marine Incorporated or any of its affiliates or subsidiaries (the "Company")
the opportunity to acquire an equity interest in the Company. Operationally,
the Plan permits Participants to convert all or a portion of the
Participant's director's fees into stock of the Company. A Participant's
interest under the Plan shall be expressed in shares of the Company's common
stock ("Shares").
2. TERM AND PLAN YEAR
The Plan shall be effective when adopted by the Board of Directors of the
Company (the "Board"), subject to approval of the shareholders of the Company
within twelve months thereafter. The Plan shall remain in effect until
terminated by the Board. The issuance of Shares under the Plan may be
conditioned upon the effectiveness of a registration statement covering the
Shares. The Plan Year shall be the period January 1 through December 31.
3. ELIGIBILITY AND PARTICIPATION
All members of the Board who are not employees of the Company will be
eligible to participate in the Plan. A Board member will become a Participant
by submitting a Stock Election within 30 days after the Plan becomes
effective and thereafter prior to the first day of the Plan Year.
4. CONVERSION OF FEES INTO STOCK
(a) STOCK ELECTIONS: Each eligible Board member may elect to convert a
portion of his or her fees for attendance at Board and committee meetings
("Director Fees") into Shares. The Stock Elections (i) must be in
writing, and (ii) must designate the percentage of the fees to be
converted into Shares. The Stock Election may change from Plan Year to
Plan Year, but the Stock Election for a particular Plan Year may not be
changed after the beginning of the Plan Year to which the election
relates. Except in the initial year, each Stock Election must be made
prior to the first day of the Plan Year in which Director Fees will be
paid. A Stock Election will continue in effect for subsequent Plan Years
unless the Stock Election is changed or revoked on or before the first
day of the next Plan Year.
(b) CALCULATION OF SHARES: Amounts subject to a Stock Election will be
converted into Shares as of the last day of the month in which such
amount would have been paid in cash. The number of Shares that a
Participant will receive shall equal one hundred twenty-five percent
(125%) of the amount subject to the Stock Election divided by the Fair
Market Value (as defined in Section 8 hereof) of a Share on the last day
of the month in which such amount would have been paid in cash but for
the Stock Election pursuant to Section 4(a). Such calculations shall be
carried to three decimal places.
5. PAYMENT OF SHARES
The Company shall issue and deliver to the Participant Share certificates for
payment of Shares as soon as practicable following the date on which the
number of Shares is calculated. Fractional Shares shall be paid in cash.
6. SHARES SUBJECT TO THE PLAN
The aggregate number of Shares that may be subject to issuance under the Plan
shall not exceed 30,000, subject to adjustment as provided in Section 9 of
this Plan.
<PAGE> 19
7. ADJUSTMENTS AND REORGANIZATION
In the event of any stock dividend, stock split, combination or exchange of
Shares, merger, consolidation, spin-off, recapitalization or other
distribution (other than normal cash dividends) of Company assets to
stockholders, or any other change affecting Shares or the price of Shares,
such proportionate adjustments, if any, as the Committee in its sole
discretion may deem appropriate to reflect such change shall be made with
respect to the aggregate number of Shares that may be issued under the Plan.
Any adjustments described in the preceding sentence shall be carried to three
decimal places.
8. FAIR MARKET VALUE
Fair Market Value of a Share for all purposes under the Plan shall mean, for
any particular date, (i) for any period during which the Share shall be
listed for trading on a national securities exchange or the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), the
closing price per share of Stock on such exchange or the NASDAQ closing bid
price as of the close of such trading day or (ii) for any period during which
the Share shall not be listed for trading on a national securities exchange
or NASDAQ, the market price per Share as determined by a qualified appraiser
selected by the Board. If Fair Market Value is to be determined on a day when
the markets are not open, Fair Market Value on that day shall be the Fair
Market Value on the most recent preceding day when the markets were open.
9. TERMINATION OR AMENDMENT OF PLAN
(a) IN GENERAL: The Board may, at any time by resolution, terminate, suspend
or amend this Plan. If the Plan is terminated by the Board, no further
Stock Elections may be made under the Plan, but any Director Fees subject
to a Stock Election that have not yet been paid to the Participant at the
time of the termination of the Plan will be paid in accordance with the
terms and conditions of the Plan.
(b) WRITTEN CONSENTS: No amendment may adversely affect the right of any
Participant to have his Director Fees paid in Shares unless such
Participant consents in writing to such amendment.
10. COMPLIANCE WITH LAWS
(a) The obligations of the Company to issue any Shares under this Plan shall
be subject to all applicable laws, rules and regulations and the
obtaining of all such approvals by governmental agencies as may be deemed
necessary or appropriate by the Board.
(b) Subject to the provisions of Section 9, the Board may take such changes
in the design and administration of this Plan as may be necessary or
appropriate to comply with the rules and regulations of any government
authority.
11. MISCELLANEOUS
(a) UNFUNDED PLAN: Nothing contained in this Plan and no action taken
pursuant to the provisions hereof shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and
Participant, the Participant's designee or any other person. The Plan
shall be unfunded with respect to the Company's obligation to pay any
amounts due, and a Participant's rights to receive any payment with
respect to any Stock Election shall be not greater than the rights of an
unsecured general creditor of the Company.
(b) ADMINISTRATION: The Committee shall administer the Plan, including the
adoption of rules or the preparation of forms to be used in its
operation, and to interpret and apply the provisions hereof as well as
any rules which it may adopt. In addition, the Committee may appoint
other individuals, firms or organizations to act as agent of the Company
carrying out administrative duties under the Plan. The decisions of the
Committee, including, but not limited to, interpretations and
determinations of amounts due under this Plan, shall be final and binding
on all parties.
2
<PAGE> 20
(c) GOVERNING LAW: The validity, construction and effect of the Plan and any
actions taken or relating to the Plan, shall be determined in accordance
with the laws of the State of Florida without regard to its conflict of
law rules, and applicable federal law.
(d) RIGHTS AS A STOCKHOLDER: A Participant shall have no rights as a
stockholder until the Participant actually becomes a holder of record of
Shares distributed with respect thereto.
(e) NOTICES: All notices or other communications made or given pursuant to
this Plan shall be in writing and shall be sufficiently made or given if
hand delivered, or if mailed by certified mail, addressed to the
Participant at the address contained in the records of the Company or to
the Company at its principal office, as applicable.
IN WITNESS WHEREOF, ____________________________ HAS ADOPTED THE FOREGOING
INSTRUMENT THIS ______ DAY OF __________, 199_.
3
<PAGE> 21
APPENDIX B
HVIDE MARINE INCORPORATED
KEY EMPLOYEE STOCK COMPENSATION PLAN
1. PURPOSE
The purposes of the Hvide Marine Incorporated Key Employee Stock Compensation
Plan (the "Plan") are (i) to provide key employees of Hvide Marine
Incorporated or any of its affiliates or subsidiaries (the "Company") the
opportunity to acquire an equity interest in the Company (ii) to attract and
retain well-qualified individuals, and (iii) to align the interests of
management and the stockholders of the Company. Operationally, the Plan
permits Participants to defer receipt of a portion of the Participant's
Annual Incentive Plan payment. A Participant's interest under the Plan shall
be expressed in Stock Units equivalent to shares of the Company's common
stock ("Shares").
2. TERM AND PLAN YEAR
The Plan shall be effective when adopted by the Board of Directors of the
Company (the "Board"), subject to approval of the shareholders of the Company
within twelve months thereafter. The Plan shall remain in effect until
terminated by the Board. The issuance of Shares under the Plan may be
conditioned upon the effectiveness of a registration statement covering the
Shares. The Plan Year shall be the period January 1 through December 31.
3. ELIGIBILITY AND PARTICIPATION
Within 15 days after the Plan becomes effective and thereafter, annually by
December 1, the Compensation Committee of the Board (the "Committee") will
determine those key employees who are eligible to become Participants. An
eligible key employee will become a Participant by submitting a Deferral
Election within 30 days after the Plan becomes effective and thereafter prior
to the first day of the Plan Year. A key employee's eligibility to submit a
Deferral Election does not carry over from year to year; each key employee
must have his or her eligibility to submit a Deferral Election determined
annually by the Committee.
4. DEFERRAL OF ANNUAL INCENTIVE
(a) DEFERRAL ELECTIONS: Subject to the limits established by the Committee,
each eligible key employee may elect to defer the payment of all or part
of any Annual Incentive Plan payment which otherwise would be paid for a
Plan Year. The Deferral Elections (i) must be in writing, and (ii) must
designate the percentage of the Annual Incentive Plan payment to be
deferred for the Plan Year (the "Deferral Percentage"). The Deferral
Percentage may change from Plan Year to Plan Year, but the deferral
percentage for a particular Plan Year may not be changed after the
beginning of the Plan Year to which the election relates. No Deferral
Percentage may be for more than 50% of that year's Annual Incentive Plan
payment. Except in the initial year, each Deferral Election must be made
prior to the first day of the Plan Year for which the Annual Incentive
Plan payment will be paid.
(b) CREDITING DEFERRAL AMOUNTS TO ACCOUNTS: Amounts deferred pursuant to
Section 4(a) shall be credited in Stock Units as of the last day of the
month in which such amount would have been paid in cash to a bookkeeping
reserve account maintained by the Company ("Stock Unit Account"). The
Stock Unit Account shall have two components -- a Basic Account and a
Premium Account. The number of Stock Units credited to a Participant's
Basic Account shall equal one hundred percent (100%) of the deferred cash
amount divided by the Fair Market Value (as defined in Section 10 hereof)
of a Share on the last day of the month in which such deferral amount
would have been paid but for the Deferral Election pursuant to Section
4(a). The number of Stock Units credited to a Participant's Premium
Account shall equal 25% of the deferred cash amount, divided by the Fair
Market Value (as defined in Section 10 hereof) of a Share on the last day
of the month in which such deferral amount would have been paid but for
the Deferral Election pursuant to Section 4(a). Such calculations shall
be carried to three decimal places.
<PAGE> 22
(c) The value of the Stock Units credited to the Participant's Stock Unit
Account shall constitute the Participant's entire benefit under this
Plan.
5. ADDITIONS TO DEFERRED ACCOUNTS
As of each dividend payment date, with respect to Shares, there shall be
credited to each Participant's Stock Unit Account certain Dividend Units
which will be an additional number of Stock Units equal to (i) the per-share
dividend payable with respect to a Share on such date multiplied by (ii) the
number of Stock Units held in the Stock Unit Account as of the close of
business on the first business day prior to such dividend payment date and,
if the dividend is payable in cash or property other than Shares, divided by
(iii) the Fair Market Value of a Share on such business day. For purposes of
this Section 5, "dividend" shall include all dividends, whether normal or
special, and whether payable in cash, Shares or other property. The
calculation of additional Stock Units shall be carried to three decimal
places.
6. VESTING OF ACCOUNTS
(a) BASIC ACCOUNT: All Stock Units credited to a Participant's Basic Account
(and the Dividend Units attributable thereto) pursuant to this Plan shall
be at all times fully vested and nonforfeitable.
(b) PREMIUM ACCOUNT: All Stock Units credited to a Participant's Premium
Account pursuant to this Plan (and the Dividend Units attributable
thereto) shall become one hundred percent (100 %) vested and
nonforfeitable on the first day of the Plan Year in which will occur the
third anniversary of the date the Stock Units are credited to the
Participant's Premium Account, provided that the Participant is then an
employee of the Company. In the event that the Participant dies, becomes
disabled, retires at the normal retirement age specified in the Company's
qualified retirement plan or terminates employment for any reason within
twenty-four (24) months following a Change of Control, all unvested Stock
Units and Dividend Units will immediately become one hundred percent
(100%) vested and nonforfeitable. Additionally, the Committee, in its
sole discretion, may accelerate a Participant's vested percent if it
determines that such action would be in the best interest of the Company.
7. PAYMENT OF ACCOUNTS
(a) TIME OF DISTRIBUTION: Payment of the vested Stock Units to a Participant
shall be made not earlier than the first day nor later than the last day
of the first month of the Plan Year in which will occur the third
anniversary of the date the Stock Units in question were credited to the
Participant's Stock Unit Account. Notwithstanding the preceding sentence,
in the event of the death of the Participant before the Participant's
Stock Unit Account has been fully distributed, an immediate lump sum
distribution of the Stock Unit Account shall be made to the Participant's
Beneficiary or Beneficiaries in the proportions designated by such
Participant.
(b) FORM OF DISTRIBUTION: The total number of vested whole Stock Units in the
Participant's Stock Unit Account shall be paid to the Participant in an
equal number of whole Shares. The Company shall issue and deliver to the
Participant Share certificates for payment of Stock Units as soon as
practicable following the date on which the Stock Units, or any portion
thereof, become payable.
8. SHARES SUBJECT TO THE PLAN
The aggregate number of Shares that may be subject to issuance under the Plan
shall not exceed 65,000, subject to adjustment as provided in Section 9 of
this Plan.
9. ADJUSTMENTS AND REORGANIZATION
In the event of any stock dividend, stock split, combination or exchange of
Shares, merger, consolidation, spin-off, recapitalization or other
distribution (other than normal cash dividends) of Company assets to
stockholders, or any other change affecting Shares or the price of Shares,
such proportionate adjustments, if any, as the Committee in its sole
discretion may deem appropriate to reflect such change shall be made with
respect to the aggregate number of Shares that may be issued under the Plan,
and each Stock Unit or Dividend Unit held in the Stock Unit Accounts. Any
adjustments described in the preceding sentence shall be carried to three
decimal places.
2
<PAGE> 23
10. FAIR MARKET VALUE
Fair Market Value of a Share for all purposes under the Plan shall mean, for
any particular date, (i) for any period during which the Share shall be
listed for trading on a national securities exchange or the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), the
closing price per share of Stock on such exchange or the NASDAQ closing bid
price as of the close of such trading day or (ii) for any period during which
the Share shall not be listed for trading on a national securities exchange
or NASDAQ, the market price per Share as determined by a qualified appraiser
selected by the Board. If Fair Market Value is to be determined on a day when
the markets are not open, Fair Market Value on that day shall be the Fair
Market Value on the most recent preceding day when the markets were open.
11. TERMINATION OR AMENDMENT OF PLAN
(a) IN GENERAL: The Board may, at any time by resolution, terminate, suspend
or amend this Plan. If the Plan is terminated by the Board, no deferrals
may be credited after the effective date of such termination, but
previously credited Stock Units and Dividend Units shall remain
outstanding in accordance with the terms and conditions of the Plan.
(b) WRITTEN CONSENTS: No amendment may adversely affect the right of any
Participant to have Dividend Units credited to a Stock Unit Account or to
receive any Shares pursuant to the payout of such accounts, unless such
Participant consents in writing to such amendment.
12. COMPLIANCE WITH LAWS
(a) The obligations of the Company to issue any Shares under this Plan shall
be subject to all applicable laws, rules and regulations and the
obtaining of all such approvals by governmental agencies as may be deemed
necessary or appropriate by the Board.
(b) Subject to the provisions of Section 11, the Board may take such changes
in the design and administration of this Plan as may be necessary or
appropriate to comply with the rules and regulations of any government
authority.
13. MISCELLANEOUS
(a) UNFUNDED PLAN: Nothing contained in this Plan and no action taken
pursuant to the provisions hereof shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and
Participant, the Participant's designee or any other person. The Plan
shall be unfunded with respect to the Company's obligation to pay any
amounts due, and a Participant's rights to receive any payment with
respect to any Stock Unit Account shall be not greater than the rights of
an unsecured general creditor of the Company.
The Company may establish a Rabbi Trust to accumulate Shares to fund the
obligations of the Company pursuant to this Plan. Payment from the Rabbi
Trust of amounts due under the terms of this Plan shall satisfy the
obligation of the Company to make such payment. In no event shall any
Participant be entitled to receive payment of an amount from the Company
that the Participant received from the Rabbi trust.
(b) ASSIGNMENT; ENCUMBRANCES: The right to have amounts credited to a Stock
Unit Account and the right to receive payment with respect to such Stock
Unit Account under this Plan are not assignable or transferable and shall
not be subject to any encumbrances, liens, pledges, or charges of the
Participant or to claims of the Participant's creditors. Any attempt to
assign, transfer, hypothecate or attach any rights with respect to or
derived from any Stock Unit shall be null and void and of no force and
effect whatsoever.
(c) DESIGNATION OF BENEFICIARIES: A Participant may designate in writing a
beneficiary or beneficiaries to receive any distribution under the Plan
which is made after the Participant's death; provided, however, that if
at the time any such distribution is due, there is no designation of a
beneficiary in force or if any person (other than a trustee or trustees)
as to whom a beneficiary designation was in force at the time of such
Participant's death shall have died before the payment became due and the
Participant has failed to provide such beneficiary designation for any
person or persons to take in lieu
3
<PAGE> 24
of such deceased person, the person or persons entitled to receive such
distribution (or part thereof, as the case may be) shall be the
participant's executor or administrator.
(d) CHANGE OF CONTROL: A "Change of Control" shall be deemed to have occurred
if (i) a tender offer shall be made and consummated of the ownership of
30% or more of the outstanding voting securities of the Company, (ii) the
Company shall be merged or consolidated with another corporation and as a
result of such merger or consolidation less than 70% of the outstanding
voting securities of the surviving or resulting corporation shall be
owned in the aggregate by the former shareholders of the Company, other
than affiliates (within the meaning of the Securities Exchange Act of
1934) of any party to such merger or consolidation, (iii) the Company
shall sell substantially all of its assets to another corporation which
corporation is not wholly owned by the company, or (iv) a person, within
the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on
the date hereof) of the Securities Exchange Act of 1934, shall acquire
30% or more of the outstanding voting securities of the Company (whether
directly, indirectly, beneficially or of record). For purposes hereof,
ownership of voting securities shall take into account and shall include
ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i)
(as in effect on the date hereof) pursuant to the Securities and Exchange
Act of 1934.
(e) ADMINISTRATION: The Committee shall administer the Plan, including the
adoption of rules or the preparation of forms to be used in its
operation, and to interpret and apply the provisions hereof as well as
any rules which it may adopt. In addition, the Committee may appoint
other individuals, firms or organizations to act as agent of the Company
carrying out administrative duties under the Plan. Except as may be
provided in a Rabbi Trust, the decisions of the Committee, including, but
not limited to, interpretations and determinations of amounts due under
this Plan, shall be final and binding on all parties.
(f) TAX WITHHOLDING. An individual who receives payment from the Plan shall
pay to the Company, or make arrangements satisfactory to the Committee,
regarding the payment of any federal, state or local taxes of any kind
required by law to be withheld with respect to such payment. The
individual shall make such payment or arrangement no later than the date
as of which he is scheduled to receive such payment. The obligations of
the Company under the Plan shall be conditioned on such payment or
arrangement and the Company, to the extent permitted by law, shall have
the right to deduct any such taxes from any distribution of any kind
otherwise due to the individual. Unless otherwise determined by the
Committee, any withholding obligation of the Company on amounts received
under the Plan may be settled with shares of common stock of the Company
that are part of the distribution that gives rise to the withholding
requirement.
(g) GOVERNING LAW: The validity, construction and effect of the Plan and any
actions taken or relating to the Plan, shall be determined in accordance
with the laws of the State of Florida without regard to its conflict of
law rules, and applicable federal law.
(h) RIGHTS AS A STOCKHOLDER: A Participant shall have no rights as a
stockholder with respect to a Stock Unit until the Participant actually
becomes a holder of record of Shares distributed with respect thereto.
(i) NOTICES: All notices or other communications made or given pursuant to
this Plan shall be in writing and shall be sufficiently made or given if
hand delivered, or if mailed by certified mail, addressed to the
Participant at the address contained in the records of the Company or to
the Company at its principal office, as applicable.
IN WITNESS WHEREOF, ____________________________ HAS ADOPTED THE FOREGOING
INSTRUMENT THIS ______ DAY OF __________, 199_.
4
<PAGE> 25
[card front]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
HVIDE MARINE INCORPORATED -- COMMON STOCK PROXY -- FOR THE ANNUAL MEETING OF
STOCKHOLDERS AT 10:30 A.M. LOCAL TIME, MONDAY, MAY 19, 1997 AT TERMINAL 26,
PORT EVERGLADES, FLORIDA.
The undersigned hereby appoints J. Erik Hvide and Gene Douglas, or
either of them, with full power of substitution, as Proxies to represent and
vote all of the shares of Common Stock of Hvide Marine Incorporated held of
record by the undersigned at the above-stated Annual Meeting, and any
adjournments thereof, upon the matters set forth in the Notice of 1997 Annual
Meeting of Stockholders and Proxy Statement dated April 18, 1997, as follows:
1. ELECTION OF DIRECTORS
Nominees: Raymond B. Vickers and Robert Rice.
/ / FOR all Nominees / / WITHHELD as to all Nominees
FOR, except vote withheld from the following nominee:
/ /
----------------------------------------------
2. PROPOSAL TO ADOPT BOARD OF DIRECTORS STOCK COMPENSATION PLAN
/ / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL TO ADOPT KEY EMPLOYEE STOCK COMPENSATION PLAN
/ / FOR / / AGAINST / / ABSTAIN
4. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
/ / FOR / / AGAINST / / ABSTAIN
5. TO TAKE ANY ACTION UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE ANNUAL MEETING
This proxy, when properly executed, will be voted as specified. IF NO
SPECIFICATION IS MADE, IT WILL BE VOTED FOR MESSRS. VICKERS AND RICE AS
DIRECTOR, FOR PROPOSALS 2, 3, AND 4 AND IN THE DISCRETION OF THE PROXY OR
PROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING
OR ANY ADJOURNMENTS THEREOF.
[card reverse]
Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s) on
this proxy. When signing as attorney, trustee, executor, administrator,
guardian or corporate officer, please give your FULL title.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW / /
------------------------
Any proxy heretofore given by the undersigned with respect to such stock is
hereby revoked. Receipt of the Notice of the 1997 Annual Meeting, Proxy
Statement, and 1996 Annual Report to Stockholders is hereby acknowledged.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ---------------------------------- -------------------------------------
SIGNATURE DATE SIGNATURE DATE
